22nd Jun 2016 16:17
THIRD POINT OFFSHORE INVESTORS LIMITED - Result of AGMTHIRD POINT OFFSHORE INVESTORS LIMITED - Result of AGM
PR Newswire
London, June 22
Third Point Offshore Investors Limited
(the "Company")
(a closed-ended investment company incorporated with limited liability under the laws of Guernsey with registered number 47161)
RESULT OF ANNUAL GENERAL MEETING
22 June 2016
At the Annual General Meeting (“AGM”) of the Company held today all Ordinary Resolutions set out in the AGM Notice dated 19 April 2016 (the “Notice”) and sent to shareholders of the Company, were duly passed.
Details of the proxy voting results which should be read alongside the Notice are noted below:
| Ordinary Resolution | For | Against | Abstain |
| 1 | 43,159,987 | 0 | 4,884,701 |
| 2 | 43,159,987 | 0 | 4,884,701 |
| 3 | 43,159,987 | 0 | 4,884,701 |
| 4 | 43,159,987 | 0 | 4,884,701 |
| 5 | 43,159,987 | 0 | 4,884,701 |
| 6 | 43,159,987 | 0 | 4,884,701 |
| 7 | 43,159,987 | 0 | 4,884,701 |
Note - A vote withheld is not a vote in law and has not been counted in the votes for and against a resolution.
At the same AGM noted above, the following Special Business by Ordinary Resolution was also passed as detailed below:
8. SPECIAL BUSINESS BY ORDINARY RESOLUTION:
That the Directors of the Company be and they are hereby generally and unconditionally authorised in accordance with Section 292 of the Companies (Guernsey) Law, 2008, as amended, (the “Companies Law”), to exercise all powers of the Company to allot and issue, grant rights to subscribe for, or to convert any securities into, up to an amount of 50,000,000 shares of each class in the Company, which authority shall expire at the conclusion of the next Annual General Meeting of the Company save that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted and issued after such expiry and the Directors may allot and issue shares in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.
9. SPECIAL BUSINESS BY ORDINARY RESOLUTION:
That subject in accordance with Articles 158 to 167 of the Articles of Incorporation, the Board may, in respect of dividends declared for any financial period or periods of the Company ending prior to the annual general meeting of the Company to be held in 2017, offer Shareholders the right to elect to receive further shares, credited as fully paid, in respect of all or any part of such dividend or dividends declared in respect of any such period or periods.
1. SPECIAL RESOLUTION:
That conditional upon the Ordinary Shares of the Company remaining trading on the main market of the London Stock Exchange, the Company be authorised in accordance with Section 315 of the Companies Law to make market acquisitions (within the meaning of section 316 of the Companies Law) of each class of its Shares (either for retention as treasury shares for future reissue and resale or transfer, or cancellation) provided that:
the maximum number of Shares hereby authorised to be purchased shall be 14.99% of each class of Shares in issue as at the date of this document; the minimum price (exclusive of expenses) which may be paid for a Share shall be 50 per cent of the Net Asset Value (as defined in the Articles); unless a tender offer is made to all holders of the relevant class of Shares, the maximum price (exclusive of expenses) which may be paid for a Share shall not be more than the higher of (a) 105 per cent of the average of the middle market quotations for a Share taken from the London Stock Exchange’s main market for listed securities for the five business days before the purchase is made; and (b) the higher of the price of the last independent trade and the highest current independent bid at the time of the purchase; and (c) any purchase by the Company of 15 per cent or more of any class of its Shares shall be effected by way of a tender offer to all Shareholders of that class, or such other price as may be permitted by the Listing Rules of the UK Listing Authority; the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, on the expiry of eighteen months from the passing of this resolution, unless such authority is renewed, varied or revoked prior to such time; and the Company may make a contract to purchase Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of Shares pursuant to any such contract.2. SPECIAL RESOLUTION:
That the New Articles of Incorporation produced to the Annual General Meeting and signed by the Chairman of the Annual General Meeting for the purposes of identification be adopted as the articles of incorporation of the company in substitution for the Existing Articles of Incorporation of the Company.
Details of the proxy voting results which should be read alongside the Notice are noted below:
| Special Business by Ordinary Resolution | For | Against | Abstain |
| 8 | 41,510,418 | 1,649,569 | 4,884,701 |
| 9 | 43,159,987 | 0 | 4,884,701 |
| Special Resolutions | For | Against | Abstain |
| 1 | 43,159,987 | 0 | 4,884,701 |
| 2 | 43,159,987 | 0 | 4,884,701 |
Note - A vote withheld is not a vote in law and has not been counted in the votes for and against a resolution.
All Enquiries:
Company website: www.thirdpointpublic.com
Northern Trust International Fund Administration Services (Guernsey) LimitedCompany SecretaryTel: 01481 745001
Related Shares:
Third Poi. $